Bedford Metals Corp. announced a non-brokered private placement of up to 1,000 convertible debenture units at a price of CAD 1,000 per debenture unit to raise aggregate gross proceeds of up to CAD 1,000,000 on November 11, 2022. Each Debenture Unit shall be comprised of one CAD 1,000 principal amount unsecured convertible debenture of the Company and 12,500 detachable common share purchase warrants of the company.

Each Convertible Debenture will bear interest at a rate of eight percent per annum, payable upon the Maturity Date which is 60 months from closing. The principal amount of the Convertible Debentures will be convertible into common shares of the Company, at the option of the holder, at a rate of one Conversion Share for every CAD 0.08 of outstanding indebtedness during the initial twelve months following closing of the Offering and at a rate of one Conversion Share for every CAD 0.10 thereafter. Each Warrant will entitle the holder purchase one common share of the Company at a price of CAD 0.10 for a period of sixty months from the closing of the Offering.

Each Warrant shall be exercisable to acquire one Common Share at an exercise price of CAD 0.10 per Common Share for a period of 60 months from the Closing Date. All securities issued pursuant to the Offering will be subject to a statutory four month and one day hold period from their date of issuance. The closing of the Offering is subject to the TSX Venture Exchange.